Your Directors are pleased to present the 30th Annual Report and Audited Financial Statements of the Company for the financial year ended on March 31 2020.
The financial performance of your Company for the year ended on March 31 2020 is summarised below:
|Particulars||Current Year||Previous Year||Growth (%)|
|Interest (Finance Cost)||1107.9||1122.6||-1.30|
|Profit before tax||4212.1||5469.2||-22.99|
|Profit after tax||3418.0||3709.2||-7.85|
|EPS (Diluted) (')*||0.67||0.73||-8.22|
*adjusted due to stock split
The Company operates in diversified business segments viz. Home Textiles Paper and Chemicals. The Company also has a captive power plant to cater the needs of its various business segments.
Results of Operations Financial performance and review
The total income of the Company during the year under review have been Rs 47239.5 million as against Rs 52652.7 million in the previous financial year. The Operating Profit (EBITDA) for the year stood at Rs 8653 million as compared to Rs 10291.8 million in the previous financial year a decrease of 15.92 percent. The Company has earned a net profit of Rs 3418.0 million as against Rs 3709.2 million in the previous financial year registering a decrease of 7.85 percent. The Company's earnings per share was Rs 0.67 during the current year.
A detailed discussion on financial and operational performance of the Company is given under Management Discussion and Analysis Report forming part of this Annual Report.
World Health Organisation (WHO) declared outbreak of Coronavirus Disease (COVID-19) a global pandemic on March 11 2020. Consequent to this Government of India declared lockdown on March 23 2020 and the Company temporarily suspended the operations in all the units of the Company in compliance with the lockdown instructions issued by the Central and State Governments. COVID-19 has impacted the normal business operations of the Company by way of interruption in production supply chain disruption unavailability of personnel
closure/lock down of production facilities etc. during the lockdown period which has been extended till May 17 2020. However production and supply of goods has commenced during the month of April 2020 on various dates at all the manufacturing locations of the Company after obtaining permissions from the appropriate government authorities. The impact of the same is reflected in the financial statements of the Company.
Changes in Share Capital
During the period under review the equity shares of the Company have been sub-divided from face value of Rs 10/- per equity shares to face value of Re. 1/- per equity share and consequent to the same Memorandum & Articles of Association of the Company was also modified and approved. Pursuant to aforesaid sub-division the paid-up share capital of the Company is Rs 5095955670/- dividend into 5095955670 equity shares of Rs 1/- each.
Your Company has a dividend policy that balances the dual objectives of rewarding shareholders through dividends whilst also ensuring availability of sufficient funds for growth of the Company.
The dividend distribution policy is annexed as Annexure VI and is also available on the official website of the Company at the following link:
Consistent with this policy the following is the summary of dividend paid/ declared by the Company:
|Dividend %||Dividend per share ( Rs )||Dividend (%)||Dividend per share ( Rs )*|
*Adjusted for sub-division of each equity share from face value of Rs 10/- per equity shares to face value of Rs 1/- per equity share.
Contribution to the Exchequer
The Company contributed a sum of Rs 924.16 million to the exchequer by way of Goods and Service Tax in addition to other direct taxes during the year under review.
The exports of the Company accounted to 56 percent of revenue from operations. During the year under review export sales marginally decreased to Rs 26312 million as against Rs 29817 million in the previous year.
The details on Credit Rating are set out in Corporate Governance Report which forms part of this report.
During the year under review the Company has undertaken modernisation and/or upgradation of its existing facilities in order to mantain high standards of its products.
During the year under review the Board of Directors had approved the De-bottlenecking & Modernization of its existing paper units at Dhaula Plant Punjab. The proposed project shall help to strengthen the existing Paper units of Company and shall further increase the market presence. The project is expected to begin commercial operations w.e.f March 2021.
Consolidated Financial Statements
The Audited Consolidated Financial Statements prepared by the Company in accordance with the Indian Accounting Standards [Ind AS] are duly provided in the Annual Report of the Company.
Subsidiary and Associate Companies
As on the last day of financial year under review the Company had two subsidiaries - Trident Global Corp Limited the Indian wholly owned subsidiary and Trident Europe Limited the overseas wholly owned subsidiary.
Trident Global Corp Limited majorly serves as the Retail Arm of the Company. It is the face of the Company in the domestic markets. Further Trident Europe Limited provides the proximity to the European Markets & enhances the Brand Presence of the Company.
The audited accounts of the Subsidiary Companies are available on the official website of the Company at https://www. tridentindia.com/corporategovernance
The annual accounts of the Company and of the Subsidiary Companies are open for inspection by any investor at the Registered Office of the Company. The Company will also make available copies of these documents to investors upon receipt of request from them. The investors if they desire may write to the Company to obtain a copy of the financial statements of the Subsidiary Companies.
The Company has adopted Policy for determining Material Subsidiary and the same is also available on the official website of the Company at the following link:
https://www.tridentindia.com/webroot/ reports/5e70b3ebc93d2_1584444395_Policy%20for%20 Determining%20Material%20Subsidiary.pdf
Further Trident Global Inc. is the foreign Associate Company of Trident Limited. Lotus Hometextiles Limited (formerly known as Lotus Texpark Limited) is an Indian Associate Company of the Company. The statement containing highlights of performance of each Subsidiary & Associate Company salient features of their financial statements for the financial year ended on March 31 2020 and their contribution to the overall performance of the Company is attached as Annexure 'AOC-I' and Note 48 to the consolidated financial statements of the Company for the reference of the members. The same is not being repeated here for the sake of brevity.
The Hon'ble National Company Law Tribunal Chandigarh Bench ('NCLT') vide its order dated July 12 2019 had approved the 'Scheme' of Amalgamation of an Associate Company namely 'Lotus Hometextiles Limited (formerly known as Lotus Texpark Limited)'for the amalgamation of 8 (eight) Companies with said associate company. The Appointed date was April 1 2018. The said Associate Company had filed the said approved scheme to Registrar of Companies on July 18 2019 being the effective date.
Further during the year under review Trident Infotech Inc a foreign associate of the company has been voluntarily dissolved.
Pursuant to provisions of Companies Act 2013 ('Act') and the Articles of Association of the Company Mr Rajinder Gupta (DIN: 00009037) and Mr Deepak Nanda (DIN: 00403335) retire by rotation and being eligible offer themselves for re-appointment. The Nomination and Remuneration Committee and Board of Directors have recommended their re-appointment for the approval of the shareholders of the Company in the forthcoming Annual General Meeting of the Company.
During the period under review Mr Manish Prasad (DIN: 02591756) (Non-Executive Non-Independent) has been appointed as an Additional Director w.e.f April 1 2019 and later on he has resigned from the directorship w.e.f August 3 2019.
Mr Amandeep (DIN:00226905) was appointed as an Additional Director (Non-Executive Non Independent) of the Company w.e.f August 3 2019 and w.e.f September 5 2019 he has been designated as Managing Director of the Company and Mr Deepak Nanda (DIN:00403335) has been re-designated as Whole-time Director from Managing Director w.e.f. September 5 2019.
On April 6 2020 Mr Amandeep (DIN:00226905) resigned from the position of Director & Managing Director of the Company. Mr Deepak Nanda (DIN: 00403335) got re-designated as Managing Director from Whole-time Director of the Company w.e.f. April 6 2020.
Further Ms Pooja Luthra (DIN:03413062) has been appointed by the Board w.e.f April 6 2020 as an Additional Director (NonExecutive Non-Independent) of the Company. She holds the office of Director till the date of forthcoming Annual General Meeting. Her candidature has been received by the Company for regularization as a Director of the Company in the ensuing Annual General Meeting to be held on July 9 2020 Thursday. The
Nomination & Remuneration Committee and Board of Directors have recommended the appointment of Ms Pooja Luthra as a Director of the Company
Number of Board Meetings
During the year under review the Board duly met 5 times. The maximum gap between any two consecutive Board meetings does not exceed 120 days. The details of the Board meeting are set out in the Corporate Governance Report which forms part of this Report.
Review of performance of the Board
The Company has duly approved Nomination and Remuneration Policy prescribing inter-alia the criteria for appointment remuneration and performance evaluation of the directors. As mandated by Section 134 & 178 read with Schedule IV of the Act and Regulation 25 of the SEBI (LODR) Regulations 2015 as applicable on the Company the Independent Directors in their separate meeting held on January 29 2020 have reviewed the performance of non-independent directors Chairperson and Board as a whole alongwith review of quality quantity and timeliness of flow of information between Board and management and expressed their satisfaction over the same.
Further the Board in its meeting held on May 16 2020 also reviewed the performance of the Board its committees and all Individual Directors of the Company and expressed its satisfaction over the performance of the Board its Committees and individual Directors. Furthermore Board is of the opinion that Independent directors of the company are persons of high repute integrity & possess the relevant expertise & experience in their respective fields.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
Energy conservation continues to be an area of major emphasis in your Company. A statement giving details of conservation of energy technology absorption foreign exchange earnings and outgo in accordance with Section 134(3)(m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure II hereto and forms part of this report.
Disclosure on ESOP
The Company introduced Employees Stock Options Plan 2007 in the financial year 2007-08 after approval by the shareholders by way of a special resolution dated June 29 2007. The Company has made two grants under the scheme till date. The first grant was made on July 9 2007 and second grant was made on July 23 2009 by the Nomination and Remuneration Committee (earlier known as Compensation Committee) as per the terms & conditions of Trident Employee Stock Options Plan 2007. The options were granted at the latest available closing market price prior to the date of meeting. As on March 31 2020 there are no options outstanding under these grants.
The Company had also introduced Trident Employee Stock Options Scheme 2009 and Trident Employee Stock Options Scheme 2015 by way of trust route after the approval of shareholders in their meeting held on August 27 2009 and September 12 2015 respectively. The Company has not yet implemented the said scheme and there has not been any grant under these both schemes till date. The disclosures as required under the SEBI (Share Based Employee Benefits) Regulations 2014 has been given on the website of the Company under the following link: https://www.tridentindia.com/webroot/ reports/5ee843d7a1d6e_1592280023_2020-%20Disclosure%20 under%20Regulation%2014%20of%20SEBI%20(SBEB)%20 Regulation%202014.pdf
Responsibility Statement of Directors
Directors' Responsibility Statement pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act is annexed as Annexure I hereto and forms part of this report.
Nomination and Remuneration Policy
In compliance with Section 178 of the Companies Act 2013 the Nomination and Remuneration Policy of the Company has been designed to keep pace with the dynamic business environment and market linked positioning. The Policy has been duly approved and adopted by the Board pursuant to recommendations of Nomination and Remuneration Committee of the Company and is duly available on the website of the Company at following link :
As mandated by proviso to Section 178(4) of the Companies Act 2013 salient features of Nomination and Remuneration Policy are annexed as Annexure III hereto and forms part of this report.
Familiarization Program for Independent Directors
The details of familiarization program for independent directors are available on the official website of the Company at the following link:
https://www.tridentindia.com/webroot/reports/5e6b135a27 9f3_1584075610_2019-20-Familirisation%20Program_Trident%20 Limited.pdf
The Company has duly constituted Board level Committees as mandated by the applicable laws and as per the business requirements. The details of the same are provided in the Corporate Governance Report of the Company which forms part of this report.
Vigil Mechanism & Whistle Blower policy
The Company has implemented Vigil Mechanism & Whistle Blower policy and the oversight of the same is with Audit committee of the Company. The policy inter-alia provides that any Directors Employees Stakeholders who observe any unethical behavior actual or suspected fraud or violation of the Company's code of conduct or ethics policies improper practices or alleged wrongful conduct in the Company may report the same to Chairman of the Audit Committee or e-mail on the email-Id: whistleblower@ tridentindia.com. Identity of the Whistle Blower shall be kept confidential to the greatest extent possible.
The detailed procedure is provided in the policy and the same is available on official website of the Company at following link:
During the year under review there were no instances of fraud reported to the Audit Committee/ Board. Further all recommendations of the Audit Committee were accepted by the Board.
Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013
The company has duly constituted Internal Complaints Committee in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act 2013 to redress complaints regarding sexual harassment at the Workplace.
Corporate Social Responsibility (CSR) Committee & Business Responsibility Report
CSR Committee comprises of Mr Rajiv Dewan (Chairman of the Committee) Mr Rajinder Gupta and Mr Deepak Nanda members of the Committee. The disclosure of the contents of CSR Policy as prescribed and amount spent on CSR activities during the year under review are disclosed in 'Annual Report on CSR activities' annexed hereto as Annexure IV and forms part of this report.
The Business Responsibility Report describing the initiatives taken by them from an environmental social and governance perspective in the specified format is included in the Annual Report of the Company.
Risk Management Policy
The Company has adopted a Risk Management Policy with the objective of ensuring sustainable business growth with stability and to promote a pro-active approach in reporting evaluating and resolving risks associated with the business. In order to achieve the key objective the policy establishes a structured and disciplined approach to Risk Management in order to guide decisions on risk related issues. The detailed Risk management framework has been provided in the Management Discussion and Analysis Report of the Company.
The Company has in place adequate internal financial controls with reference to financial statements. During the year such controls were tested and no reportable material weaknesses in the design or operation were observed. The details of Internal Control System are provided in the Management Discussion and Analysis Report of the Company.
During the year under review your Company has neither accepted any fixed deposits nor any amount was outstanding as principal or interest as on balance sheet date and disclosures prescribed in this regard under Companies (Accounts) Rules 2014 are not applicable.
The Company has not defaulted in payment of interest and/or repayment of loans to any of the financial institutions and/or banks during the year under review.
Your Company is committed to adhere to the best practices & highest standards of Corporate Governance. It is always ensured that the practices being followed by the Company are in alignment with its philosophy towards corporate governance. The well-defined vision and values of the Company drive it towards meeting business objectives while ensuring ethical conduct with all stakeholders and in all systems and processes.
Your Company proactively works towards strengthening relationship with constituents of system through corporate fairness transparency and accountability. In your Company prime importance is given to reliable financial information integrity transparency fairness empowerment and compliance with law in letter & spirit. Your Company proactively revisits its governance principles and practices as to meet the business and regulatory needs.
Detailed compliances with the provisions of the SEBI (LODR) Regulations 2015 and Companies Act 2013 for the year 2019-20 are given in Corporate Governance Report which is attached and forms part of this report. The certificate of Practising Company
Secretary on compliance with corporate governance norms is also attached thereto.
Also the Company in its meeting held on May 16 2020 has considered and approved the request received from M/s Lotus Global Foundation shareholder in Promoter Group category of the Company for re-classifying them from Promoter & Promoter Group category to Public category. The Board will seek the approval of members of the Company through Postal Ballot.
Human Resources Development and Industrial Relations
The human resources development function of the Company is guided by a strong set of values and policies. Your Company strives to provide the best work environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical verbal and sexual harassment. The details of initiatives taken by the Company for development of human resources are given in Management Discussion and Analysis Report.
The Company maintained healthy cordial and harmonious industrial relations at all levels during the year under review.
Auditors & Auditors' Report
M/s S.R. Batliboi & Co. LLP Chartered Accountants Statutory Auditors of the Company have submitted Auditors' Report on the financial statements of the Company for the financial year ended on March 31 2020. The Auditors' Report for the year is self-explanatory & does not contain any modified opinion hence need no comments.
The Board of Directors of your Company on the recommendations of the Audit Committee have re-appointed M/s Ramanath Iyer & Co. Cost Accountants New Delhi as cost auditors for the financial year 2020-21 to carry out an audit of cost records of the Company in respect of textiles paper and chemical divisions. The Cost Audit Report for the financial year ended March 31 2020 is under finalization and shall be filed with the Central Government within the prescribed time limit.
M/s Vinod Kothari & Co. Company Secretaries have submitted Secretarial Audit Report for the financial year ended March 31 2020 and same is annexed as Annexure V and forms part of this report. The Secretarial Audit Report for the year is selfexplanatory & does not contain any qualification/adverse remarks hence need no comments.
Extract of Annual Return
The Extract of Annual Return for the financial year 2019-20 is uploaded on the official website of the Company at https://www. tridentindia.com/corporategovernance and same is annexed as Annexure VI and forms part of this report
Particulars of loans guarantees or investments
The Particulars of loans investments or guarantees have been disclosed in the financial statements and the Company has duly complied with Section 186 of the Companies Act 2013 in relation to Loans Investment and Guarantee during the financial year 2019-20.
Contracts or arrangements with related parties
All contracts / arrangements / transactions entered by the Company during the year under review with related parties were in the ordinary course of business and on an arm's length basis. During the period under review the Company had not entered into any contract / arrangement / transaction with
related parties which could be considered material in accordance with the Policy on Materiality of and Dealing with Related Party Transactions and accordingly the disclosures in Form No. AOC-2 is not applicable. The related party disclosures are provided in the notes to financial statements.
The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is available on the official website of the Company at the following link:
The Company has complied with all the applicable secretarial standards issued by the Institute of Company Secretaries of India.
Your Directors state that no disclosure or reporting is required with respect to the following items as there were no transactions on these items during the year under review:
1. Disclosure in respect of voting rights not exercised directly by the employees in respect of shares to which the ESOP scheme relates as there is no provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees.
2. Material changes and commitments after the closure of the financial year till the date of this Report which affects the financial position of the Company.
3. Change in the nature of business of the Company.
4. Details relating to deposits covered under Chapter V of the Act.
5. Issue of equity shares with differential rights as to dividend voting or otherwise.
6. Any remuneration or commission received by Managing Director of the Company from any of its subsidiary.
7. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
8. No fraud has been reported by the Auditors to the Audit Committee or the Board.
It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors acknowledge with sincere gratitude the cooperation and assistance extended by the Central Government Government of Punjab Government of Madhya Pradesh Financial Institution(s) Bank(s) Customers Dealers Vendors and society at large.
Your Directors also wish to convey their appreciation for collective contribution & hard work of employees across all levels. The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders and their confidence in management and look forward to their continued support in future too.
|For and on||behalf of the Board|
|Rajiv Dewan||Deepak Nanda|
|Place: Ludhiana||Director||Managing Director|
|Date : May 16 2020||DIN: 00007988||DIN: 00403335|